ORDER AND OPINION (1) GRANTING IN PART AND DENYING IN
PART DEFENDANTS' MOTIONS TO DISMISS, AND (2) PARTIALLY
GRANTING PLAINTIFFS' MOTIONS FOR PERMANENT
INJUNCTION

ORTRIE
D. SMITH, SENIOR JUDGE

On
November 8, 2016, seventy percent of Missouri voters approved
Initiative Petition 2016-007, thereby amending, effective
December 8, 2016, Article VIII of the Missouri Constitution
to add Section 23.[1] Plaintiffs seek permanent injunctive
relief preventing enforcement of several provisions of
Section 23. Defendants seek dismissal of Plaintiffs'
claims. As detailed below, the Court grants in part and
denies in part Defendants' motions to dismiss, partially
grants Plaintiffs' motions, and enjoins Defendants'
enforcement of Section 23 in a manner inconsistent with this
Order.

I.
BACKGROUND

Section
23 imposes campaign finance regulations and restrictions on
individuals and entities in Missouri. Section 23's
regulations and restrictions can be divided into three types:
(1) monetary limits on contributions, (2) restrictions on the
sources of some contributions, and (3) measures to prevent
evasion of Section 23's regulations and restrictions.

Under
Section 23's monetary limit on contributions, no
individual may contribute more than $2, 600 “[t]o elect
an individual to the office of governor, lieutenant governor,
secretary of state, state treasurer, state auditor, attorney
general, office of state senator, office of state
representative or any other state or judicial
office....” Mo. Const., art. VIII, § 23.3(1)(a). A
political party may not accept contributions, in aggregate,
greater than $25, 000 from an individual or political
committee during any one election in which a political party
participates. § 23.3(2)(a)-(b).

Section
23 imposes restrictions on contribution sources by dividing
political candidates and committees into several overlapping
categories, which are used to place restrictions on the
sources from which these groups may receive
contributions.2 First, corporations and unions may
not contribute to a campaign committee, candidate committee,
exploratory committee, political party committee, or a
political party, but may establish a “continuing
committee” to which its members, officers, directors,
employees, and security holders may contribute. §
23.3(3)(a). Second, corporations may only contribute to a
political action committee (“PAC”) if the
corporation is formed under chapters 347 through 360 of the
Missouri Revised Statutes.[3] § 23.3(12). Third, a foreign
corporation, one not organized under Missouri law, may not
contribute to a PAC unless it is authorized to do business in
Missouri pursuant to chapter 347. § 23.3(16)(c). Fourth,
a PAC may not accept contributions from other PACs, candidate
committees, political party committees, campaign committees,
exploratory committees, or debt service committees. §
23.3(12). Fifth, candidate committees are prohibited from
contributing to another candidate committee. § 23.3(4).
Sixth, and finally, all candidates and committees are
prohibited from receiving contributions from any out-of-state
committee unless the out-of-state committee organizes within
the State of Missouri or files Missouri-required disclosure
reports. § 23.3(11).[4]

Section
23 also includes measures to prevent evasion of the new
regulations and restrictions. Section 23 prohibits: (1) any
person from contributing under a fictitious or borrowed name
(§ 23.3(7)); (2) any person from contributing
anonymously in amounts greater than $25 (§ 23.3(8)); (3)
any committee from receiving more than $500 in anonymous
contributions (§ 23.3(9)), with a narrow exception for
certain well-documented group events (§ 23.3(10)); and
(4) any committee or political party from accepting a cash
contribution over $100 per election (§ 23.3(6)). Section
23 broadly forbids transferring “anything of value to
any committee with the intent to conceal...the identity of
the actual source.” § 23.3(14). Further, Section
23 prohibits anyone from being reimbursed for contributions
(§ 23.3(15)), and requires contributions from children
under fourteen years old be deemed contributions from the
child's parents or guardians (and thus, subject to their
parents' or guardians' contribution limits). §
23.3(17).

Defendant
Missouri Ethics Commission (“MEC”) is charged
with enforcing Section 23. Anyone who violates Section 23 may
face civil and criminal penalties. §§ 23.3(14),
23.4(1)-(6); 23.5; 23.6; see also Mo. Rev. Stat.
§§ 105.955-.977 (2017). Any person may file a
complaint, and local county prosecutors may also bring
charges for a violation of Section 23. Doc. #75. Finally, and
relevant here, Section 23 includes a severability provision
that provides, “[i]f any provision of this section is
found by a court of competent jurisdiction to be
unconstitutional or unconstitutionally enacted, the remaining
provisions of this section shall be and remain valid.”
§ 23.8.

Following
Section 23's enactment, the MEC received questions from
interested parties seeking to clarify what conduct Section 23
did or did not prohibit. On January 6, 2017, the MEC approved
a resolution in which it acknowledged “interest of the
regulated community in receiving interpretation” of
many questions regarding Section 23, but the MEC declined
“to issue the opinions on this date due to pending
litigation but will consider the issuance on these questions
on a future date.” Doc. #35-1, at 6. On February 10,
2017, the MEC issued several advisory opinions interpreting
provisions of Section 23. The Court will discuss applicable
advisory opinions in detail below.

On
December 7, 2016, Plaintiffs Association of Missouri Electric
Cooperatives (“AMEC”), Association of Missouri
Electric Cooperatives PAC (“AMEC-PAC”), David
Klindt (“Klindt”), and Legends Bank (collectively
“AMEC Plaintiffs”) brought suit in the United
States District Court for the Eastern District of Missouri
against the State of Missouri, the MEC, and the MEC's
Commissioners in their official capacities. Case No. 17-4006,
Doc. #1.[5] AMEC is an association of nonprofit,
member-owned rural electric cooperative corporations.
AMEC's members are organized under chapter 394, related
to rural electric cooperatives, rather than chapters 347
through 360. AMEC alleges Section 23 prevents it and their
member organizations from contributing to AMEC-PAC and
various other entities. Klindt is AMEC's Vice
President.[6]

AMEC-PAC
is a PAC formed and maintained by AMEC. AMEC-PAC alleges
Section 23 unconstitutionally prohibits it from accepting
contributions from its member organizations, both foreign and
domestic. Legends Bank is a Missouri chartered bank organized
under chapter 362. Legends Bank made contributions to PACs in
the past, but alleges Section 23 now prohibits future
contributions.

The MEC
is a state agency acting under Missouri's executive
branch. The MEC investigates and enforces Missouri's
campaign finance laws, and is composed of six members
appointed by the Governor with the Missouri Senate's
advice and consent. Each member is a Missouri citizen and
resident, and serves a four-year term. Currently, the
commission members are Chair Nancy Hagan, and Vice Chairs
Bill Deeken, Eric L. Dirks, Don Summers, Kim Benjamin, and
George Ratermann.

AMEC
Plaintiffs allege Section 23's prohibitions on
contributions violate their First Amendment rights to free
speech and assembly, their Fourteenth Amendment equal
protection rights, and their rights under Article 1, Section
8 of the Missouri Constitution. AMEC Plaintiffs ask the Court
to enjoin Defendants, their agents, or anyone acting on their
behalf or in concert with them from enforcing Sections
23.3(12) and (16)(c).

On
December 23, 2017, Plaintiffs Free and Fair Election Fund
(“FFEF”), Missourians for Worker Freedom
(“Worker Freedom”), American Democracy Alliance
(“ADA”), John Elliott (“Elliott”),
Herzog Services, Inc. (“HSI”), and Farmers State
Bank (“Farmers”) (collectively “FFEF
Plaintiffs”) brought suit in this Court against the
MEC, its commissioners in their official capacities, and
James Klahr in his official capacity as Executive Director of
the MEC.[7] Case No. 16-4332, Doc. #1. FFEF is a
Missouri PAC and continuing committee. FFEF's purpose is
to receive monetary contributions and make independent
expenditures to influence voters. Worker Freedom is a
Missouri campaign committee. ADA is a Missouri not-for-profit
corporation organized under chapter 355, with its principal
place of business in Jackson County, Missouri. Elliott is a
Missouri citizen and taxpayer. HSI is a for-profit
corporation organized under Kansas law, but its principal
place of business is in Missouri and it has authority to
transact business in Missouri. Farmers is a Missouri
chartered bank organized under chapter 362, and is a Missouri
citizen and taxpayer, with its principal place of business in
Missouri. Collectively, FFEF Plaintiffs challenge Section
23's $2, 600 cap on contributions to candidates, and
challenge the same source prohibitions challenged by AMEC
Plaintiffs.[8]

Although
AMEC Plaintiffs brought suit in the United States District
Court for the Eastern District of Missouri, Judge Catherine
Perry ordered the case transferred to the Central Division of
this Court. Case No. 17-4006, Doc. #45. The Court then
consolidated the AMEC matter with FFEF's challenge, and
set a hearing on Plaintiffs' motions for preliminary
injunction.[9] Doc. #25. Defendants filed two motions
to dismiss, and the Court expedited the briefing so that all
motions were fully briefed prior to the hearing. Docs. #28,
30, 32. Defendants' motions to dismiss were subsequently
converted to motions for judgment on the
pleadings.[10] Doc. #41. Finally, pursuant to
Federal Rule of Civil Procedure 65(a)(2), the Court converted
the hearing on Plaintiffs' motions for preliminary
injunction to a hearing on Plaintiffs' requests for
permanent injunction. Doc. #63.

On
March 3, 2017, the Court held a hearing. All parties were
expertly represented by counsel. During the hearing, the
Court found several areas of agreement among the parties, and
encouraged the parties to continue their dialogue regarding
potential resolution of this matter. Although the parties
were unable to resolve all claims, the parties reached
agreement on two aspects. First, Defendants and the AMEC
Plaintiffs stipulated to the dismissal of AMEC's Count V,
which alleged Section 23's enactment violated the
Missouri Constitution. Doc. #81. Accordingly, the Court
dismissed Count V of AMEC's Amended Complaint. Doc. #87.
Second, the parties agreed to a proposed consent judgment
regarding the constitutionality and enforcement of Section
23's ban on corporate and union contributions to a ballot
measure committee. Doc. #79. As detailed infra,
section II.B. (3)(a), the Court incorporates this proposed
consent judgment, and will enjoin enforcement of Section
23's ban on corporate and union contributions to a ballot
measure committee.

II.
DISCUSSION

The
issues before the Court are numerous. First, the Court
considers Defendants' motions to dismiss. Second, the
Court considers Plaintiffs' motions for permanent
injunctive relief.

A.
Motions to Dismiss

Defendants
filed two motions to dismiss. First, Defendants move to
dismiss the State of Missouri and all state-law claims
presented in AMEC Plaintiffs' Amended Complaint. Doc.
#28. Second, Defendants move to dismiss the operative
complaints in both matters in their entirety. Doc. #30. The
Court grants Defendants' first motion (Doc. #28), and
denies Defendants' second motion (Doc. #30).

(1)
First Motion to Dismiss

Defendants
seek to dismiss the State of Missouri and all state-law
claims brought by AMEC Plaintiffs. “The Eleventh
Amendment immunizes an unconsenting State from damage actions
brought in federal court, except when Congress has abrogated
that immunity for a particular federal cause of
action.” Becker v. Univ. of Neb. at Omaha, 191
F.3d 904, 908 (8th Cir. 1999); see generally Kimel v.
Fla. Bd. of Regents, 528 U.S. 62, 73 (2000)
(“[F]or over a century now, we have made clear that the
Constitution does not provide for federal jurisdiction over
suits against nonconsenting States.”). Three exceptions
to Eleventh Amendment immunity exist: (1) where the state
waives immunity by consenting to suit in federal court, (2)
where Congress abrogates the state's immunity through
valid exercise of its powers, and (3) under Ex parte
Young, 209 U.S. 123 (1908), where the plaintiff files
suit against state officials seeking prospective equitable
relief for ongoing violations of federal law. Sundquist
v. Neb., 122 F.Supp.3d 876, 876 (D. Neb. 2015).

AMEC
Plaintiffs argue the State of Missouri is not immune from
suit for declaratory judgment actions under state law, and
maintain the state waived immunity by appearing in this
matter. The Court rejects these arguments. AMEC Plaintiffs
point to case law in which actions seeking a declaration that
Missouri laws are unconstitutional proceeded against the
State of Missouri. See, e.g., Rizzo v.
State, 189 S.W.3d 576 (Mo. banc 2006); Legends Bank
v. State, 361 S.W.3d 383 (Mo. banc 2012). However, AMEC
Plaintiffs' Count V, the only count presenting a
challenge solely under Missouri law, was dismissed after the
parties stipulated to Count V's dismissal. Doc. #87. As
it relates to AMEC Plaintiffs' Amended Complaint, the
Court is left with counts alleging violations of both federal
and state law. The Court will address the merits of these
claims in a manner that does not involve state law.
Furthermore, the entry of an appearance and filing of an
answer, in which the state asserted sovereign immunity, does
not amount to a waiver of the state's immunity.

As AMEC
Plaintiffs note, “[g]ranting the Motion to Dismiss the
State of Missouri would have no practical effect on this
litigation.” Doc. #49, at 6 n.1. While state officials
may be sued under Ex Parte Young, this doctrine does
not extend to states. See Monroe v. Ark. State
Univ., 495 F.3d 591, 594 (8th Cir. 2007). Finding the
State of Missouri is immune from suit under the Eleventh
Amendment, and no exception to the general rule applies, the
Court grants Defendants' motion to dismiss the State of
Missouri.

Defendants
also moved to dismiss all state-law claims presented in AMEC
Plaintiffs' Amended Complaint. Defendants argue the Court
lacks subject matter jurisdiction because Plaintiffs invoked
jurisdiction only under 28 U.S.C. § 1331, which provides
jurisdiction over claims invoking federal law. This Court has
supplemental jurisdiction “over all other claims that
are so related to claims in the action within such original
jurisdiction they form part of the same case or controversy
under Article III of the United States Constitution.”
28 U.S.C. § 1367(a). The Court addresses the merits of
Plaintiffs claims under the United States Constitution, and
does not consider Plaintiffs' claims under the Missouri
Constitution. Accordingly, the Court dismisses the state-law
claims without prejudice. The Court grants Defendants'
first motion to dismiss (Doc. #28).

(2)
Second Motion to Dismiss

In
their second motion to dismiss, Defendants seek dismissal of
all claims by both sets of plaintiffs. Defendants give four
reasons why the Court should grant their second motion to
dismiss. First, Defendants argue Plaintiffs mistake the
actual requirements of Section 23, and accordingly,
Plaintiffs' lack standing, and their claims are not
ripe.[11] Second, Defendants admit Section
23's ban on corporate and union contributions to ballot
measure committees violates the United States Constitution,
and state the MEC will not enforce that provision. Accepting
Defendants' position on these two points would lead the
Court to conclude Plaintiffs do not have standing and their
claims are not ripe. Third, Defendants contend the remaining
challenged portions of Section 23 are lawful restraints on
political activity. Accepting Defendants' position on
this point would lead the Court to conclude Plaintiffs fail
to state a claim because Section 23's provisions are
lawful. Fourth, Defendants point to their first motion to
dismiss, noting claims against the State of Missouri and AMEC
Plaintiffs' state-law claims should be dismissed. The
Court has already addressed this final argument. See
Section II.A. (1).

(a)
Standing and Ripeness Legal Standards

The
“irreducible constitutional minimum” of standing
has three elements. Spokeo, Inc. v. Robins, 136
S.Ct. 1540, 1547 (2016) (quoting Lujan v. Defenders of
Wildlife, 504 U.S. 555, 560 (1992)). A plaintiff must
have “(1) suffered an injury in fact, (2) that is
fairly traceable to the challenged conduct of the defendant,
and (3) that is likely to be redressed by a favorable
judicial decision.” Id. (citing
Lujan, 504 U.S. at 560-61; Friends of the Earth,
Inc. v. Laidlaw Envtl. Serv. (TOC), Inc., 528 U.S. 167,
180-81 (2000)). An “injury-in-fact” is
“realistic danger of sustaining a direct injury as a
result of the statute's operation or enforcement.”
Iowa Right to Life Comm., Inc. v. Tooker, 717 F.3d
576, 584 (8th Cir. 2013) (quoting St. Paul Area Chamber
of Commerce v. Gaetner, 439 F.3d 481, 485 (8th Cir.
2006)).

Two
types of injuries can confer standing in the First Amendment
context when a plaintiff seeks prospective relief.
Missourians for Fiscal Accountability v. Klahr, 830
F.3d 789, 794 (8th Cir. 2016) (citations omitted). First, a
plaintiff can establish standing by alleging “an
intention to engage in a course of conduct arguably affected
with a constitutional interest, but proscribed by a statute,
and there exists a credible threat of prosecution
thereunder.” Id. (quoting Babbitt v.
United Farm Workers Nat'l Union, 442 U.S. 289, 298
(1979)). A threat of future or present prosecution must be
“credible” rather than “wholly
speculative.” Iowa Right to Life Comm., 717
F.3d at 584 (citations omitted). Second, a plaintiff can
establish standing by alleging it self-censored.
Missourians for Fiscal Accountability, 830 F.3d at
794 (citing 281 Care Comm. v. Arneson, 638 F.3d 621,
627 (8th Cir. 2011)). “A party need not expose itself
to arrest or prosecution under a criminal statute to
challenge it in federal court.” Iowa Right to Life
Comm., 717 F.3d at 584. A party suffering from a
credible threat of future prosecution suffers from an ongoing
injury resulting from the statute's chilling effect on
his desire to exercise his First Amendment rights.
Missourians for Fiscal Accountability, 830 F.3d at
794 (citations omitted).

Faced
with a claim of self-censorship, the Court must consider
whether a party's decision to chill its speech in light
of the challenged statute was objectively reasonable.
Id. (citing 281 Care Comm., 638 F.3d at
627) (quotations omitted)). Although complaints against
plaintiffs may not reach the criminal stage or prosecution
may not be threatened, non-criminal consequences contemplated
by a challenged statute may contribute to the objective
reasonableness of an alleged chill. Id.

In
addition to finding Plaintiffs have standing to bring their
claims, the Court must determine whether Plaintiffs'
claims are ripe for review. Rather than prematurely
adjudicating a dispute, the ripeness doctrine prevents Courts
“from entangling themselves in abstract disagreements
over administrative policies, and also protects the agencies
from judicial interference until an administrative decision
has been formalized and its effects felt in a concrete way by
the challenging parties.” Id. at 796 (quoting
Nat'l Right to Life Political Action Comm. v.
Connor, 323 F.3d 684 (8th Cir. 2003)). “To decide
ripeness, courts consider: (1) the hardship to the plaintiff
caused by delayed review; (2) the extent to which judicial
intervention would interfere with administrative action; and
(3) whether the court would benefit from further factual
development.” Id. at 796-97 (citation
omitted). The touchstone of a ripeness inquiry is whether the
harm asserted has matured enough to warrant judicial
intervention. Id. at 797 (citation and quotations
omitted).

(b)
Advisory Opinions

The MEC
issued advisory opinions after receiving inquiries from
various entities. Defendants argue these advisory opinions
accurately represent how Section 23 will be enforced, and are
binding legal authorities establishing Plaintiffs will not
suffer criminal or civil penalties if they engage in the
challenged conduct. On that basis, Defendants argue
Plaintiffs lack standing because the advisory opinions
establish Plaintiffs do not face a credible threat of
enforcement if they engage in the challenged conduct.
Plaintiffs argue these opinions are outside the scope of the
MEC's authority, inaccurately interpret the law, are not
final, binding opinions, and Section 23 does not expressly
delegate authority to the MEC to issue interpretative
advisory opinions.

The MEC
has statutory authority to issue advisory opinions
“regarding any issue that the commission can receive a
complaint on pursuant to Section 105.957.” Mo. Rev.
Stat. § 105.955.16(1). Section 105.957 enumerates
provisions on which the MEC may receive a complaint. Mo. Rev.
Stat. § 105.957.1(1)-(6). Relevant to Plaintiffs'
challenge, the MEC may receive complaints regarding alleged
violations of “the constitution...relating to the
official conduct of officials or employees of the state and
political subdivisions.” Mo. Rev. Stat. §
105.957.1(6). Plaintiffs note Defendants' advisory
opinions on provisions of Section 23 do not relate to the
conduct of officials or state employees. Nor does Section 23
expressly grant the MEC authority to receive a complaint on
the provisions at issue in this matter. See
generally Section 23.[12] Given the uncertainty
of whether the MEC has authority to issue these advisory
opinions, Plaintiffs urge the Court to confer standing to
bring their claims.

If the
MEC has authority to issue these advisory opinions,
Plaintiffs argue an advisory opinion may be withdrawn at any
time by the MEC, the state legislature's Joint Committee
on Administrative Rules, or the General Assembly.
See Mo. Rev. Stat. § 105.955.16(1). During the
hearing in this matter, the Court requested supplemental
briefing regarding whether previous MEC advisory opinions
were rescinded, other than in response to legislation
superseding prior opinions. All parties filed supplemental
briefing on the matter. Docs. #76-78. Defendants state
sixteen advisory opinions, of 407 total, were rescinded, and
twelve of those rescissions occurred in response to new
legislation. Plaintiffs recognize several advisory opinions
were rescinded after legislative changes, but they cite to
advisory opinions withdrawn after the MEC determined the
opinion incorrectly interpreted the law, an allegation made
regarding several advisory opinions at issue here. Plaintiffs
also cite to an advisory opinion regarding the Missouri
Constitution's nepotism clause that was allegedly
withdrawn sua sponte by the MEC.

Defendants
note passage of section 105.957, delineating issues on which
the MEC may receive complaints, predates passage of Section
23, and argue the MEC has inherent authority to interpret the
law given its regulatory and administrative function
overseeing Missouri's campaign finance laws. This is a
reasonable position. Plaintiffs argue the advisory opinions
exceed the MEC's authority, incorrectly interpret the
law, and do not provide reliable guidance on what conduct may
be lawful because Plaintiffs fear the opinions may be
withdrawn. On the record before the Court, this is also a
reasonable position.

While
the Court has doubts that the potential rescission of an
advisory opinion would expose Plaintiffs to liability for an
alleged violation occurring before rescission, the Court need
not decide whether the MEC exceeded its authority by issuing
advisory opinions interpreting Section 23 to address the
merits of this matter. Regardless of the validity of the
advisory opinions, both parties advance arguments related to
whether the text of Section 23 violates the First Amendment
and other constitutional provisions. As explained below, the
Court finds Plaintiffs have standing, and their claims are
ripe for the Court's review.

(c)
Plaintiffs' Standing and Ripeness of Claims

Plaintiffs
allege Section 23 affects their ability to contribute to
various entities and/or accept contributions from entities.
AMEC-PAC desires to accept contributions from its domestic
and foreign member organizations not organized under chapters
347 through 360, but alleges Section 23 prevents it from
accepting these contributions.[13]AMEC-PAC further
alleges it donated to other PACs in the past, and would do so
again in the future, but Section 23 prohibits it from doing
so. Legends Bank made contributions to PACs in the past, but
alleges Section 23 now prohibits these contributions because
Legends Bank is not organized under chapters 347 through 360.
John Kleeba, Legends Bank's President, Chairman of the
Board, and General Counsel, testified he made a contribution
to the Missouri Bankers Association PAC days after Section 23
became effective, but the contribution was returned. Kleeba
further testified Legends Bank stopped making contributions
at this time.

FFEF
wants to accept contributions from other Plaintiffs, but will
not because it fears investigation, prosecution, and
sanctions. FFEF intends to raise funds in unlimited amounts
and use contributions to make independent expenditures in
support of one or more candidates in the 2018 Republican
primary for Missouri State Auditor.[14] Worker Freedom
wants to accept contributions from ADA, HSI, and Farmers, but
will not accept these contributions because it fears
investigation, prosecution, and sanctions. Elliott wants to
contribute in excess of $2, 600 to FFEF for the purpose of
making independent expenditures, and separately to candidate
committees of more than one candidate in the 2018 Republican
primary for Missouri State Auditor, but not more than $2, 600
to any single candidate. Elliott will not make these
contributions because he fears investigation, prosecution,
and sanctions. ADA wants to make a contribution in excess of
$2, 600 per election to FFEF. Further, ADA would make a
contribution to Worker Freedom, but will not because it fears
investigation, prosecution, and sanctions. HSI wants to
contribute in excess of $2, 600 per election to FFEF and
would contribute to Worker Freedom, but will not because it
fears investigation, prosecution, and sanctions. Farmers
wants to make a contribution in excess of $2, 600 per
election to FFEF and would make a contribution to Worker
Freedom, but will not because it fears investigation,
prosecution, and sanctions.

In this
First Amendment case, Plaintiffs must demonstrate there is a
credible threat of enforcement or they engaged in
self-censorship to establish standing. Relying on
Plaintiffs' alleged misinterpretations of Section 23 and
recent advisory opinions, Defendants argue Plaintiffs do not
face a credible threat of enforcement. A defendant's
voluntary cessation of a challenged practice does not deprive
a federal court of its power to determine the legality of the
practice. See City of Mesquite v. Aladdin's Castle,
Inc.,455 U.S. 283, 289 (1982); United States v.
W.T. Grant Co.,345 U.S. 629, 632 (1953). As discussed
above, the Court finds Plaintiffs' hesitancy to rely on
the MEC's advisory opinions reasonable. Although the MEC
has not brought an enforcement action against Plaintiffs, the
Court cannot determine Plaintiffs face no credible threat of
prosecution in light of Plaintiffs' challenges to Section
23's plain language.[15]

Plaintiffs'
strongest argument in favor of standing is their
self-censorship. Self-censorship must be objectively
reasonable. Missourians for Fiscal Accountability,
830 F.3d at 794. As detailed above, Plaintiffs allege Section
23 prohibits them from receiving and making their desired
contributions. Violations of Section 23 may result in
criminal and monetary sanctions. Given confusion regarding
the validity of the advisory opinions, and confusion
regarding what conduct Section 23 proscribes, Plaintiffs'
self-censorship is objectively reasonable. Thus, Plaintiffs
have standing.

Next,
the Court must determine whether Plaintiffs' claims are
ripe for adjudication. The parties agree two claims are ripe:
(1) Section 23.3(12)'s prohibition on contributions by
entities not formed under chapters 347 through 360, and (2)
Section 23.3(12)'s prohibition on PAC to PAC
contributions. However, again relying on advisory opinions
and Plaintiffs' alleged misinterpretations of Section 23,
Defendants argue Plaintiffs' remaining claims are not
ripe because Plaintiffs do not face criminal or civil
penalties for the conduct in which they wish to engage.

“To
decide ripeness, courts consider: (1) the hardship to the
plaintiff caused by delayed review; (2) the extent to which
judicial intervention would interfere with administrative
action; and (3) whether the court would benefit from further
factual development.” Id. at 796-97 (citation
omitted). Plaintiffs have refrained from making or receiving
desired contributions, and the Court heard testimony
regarding Legends Bank's contribution to the Missouri
Bankers Association being returned because Section 23
prohibited the contribution. Delayed review of the provisions
at issue will further impose on Plaintiffs' ability to
participate in political conduct in which they wish to
engage. Further, the MEC issued advisory opinions
interpreting Section 23, and in this regard, there is no
judicial interference with any administrative action.
Finally, the Court has received extensive briefing and heard
testimony on these issues. Further factual development is not
needed. Given these circumstances, the Court finds
Plaintiffs' claims are ripe.

The
Court denies Defendants' second motion to dismiss (Doc.
#30) because the Court finds Plaintiffs have standing and
their claims are ripe. In light of the parties' proposed
consent judgment, the Court also finds claims related to
Section 23's ballot measure ban should not be dismissed.
Defendants' arguments that several aspects of Section 23
are lawful will be addressed below in the Court's
discussion of the merits of Plaintiffs' motions for
injunctive relief.

B.
Permanent Injunction

As
detailed above, Plaintiffs initially sought preliminary
injunctions. Given the nature of this case and the need for a
timely resolution, the Court converted the hearing on
Plaintiffs' preliminary injunction motions to a hearing
on Plaintiffs' requests for permanent injunction. Doc.
#63. To obtain a preliminary injunction against an allegedly
unconstitutional state law, a plaintiff must prove the
injunction's necessity under the factors set forth in
Dataphase Systems, Inc., v. C L Systems, Inc., 640
F.2d 109, 114 (8th Cir. 1981). Gen. Motors Corp. v. Harry
Brown's, LLC, 563 F.3d 312, 316 (8th Cir. 2009).
These factors are: (1) a “threat of irreparable harm to
the movant”; (2) “the state of balance between
this harm” and any injury that granting the injunction
will cause to others; (3) the “probability that movant
will succeed on the merits”; and (4) “the public
interest.” Dataphase, 640 F.2d at 114.
“While no single factor is determinative, the
probability of success factor is the most significant.”
Home Instead, Inc. v. Florance, 721 F.3d 494, 497
(8th Cir. 2013) (internal quotations and citations omitted).
For a First Amendment challenge, if a plaintiff does not show
a likelihood of success on the merits, it likely has not met
the remaining requirements for preliminary injunction.
Powell v. Noble, 798 F.3d 690, 702 (8th Cir. 2015).
“When a plaintiff has shown a likely violation of his
or her First Amendment rights, the other requirements for
obtaining a preliminary injunction are generally deemed to
have been satisfied.” Minn. Citizens Concerned for
Life, Inc. v. Swanson, 692 F.3d 864, 870 (8th Cir. 2012)
(hereinafter “MCCL”) (quoting Phelps-Roper v.
Troutman,662 F.3d 485, 488 (8th Cir. 2011)).

“The
standard for issuing a preliminary or permanent injunction is
essentially the same, excepting one key difference: a
permanent injunction requires the moving party to show actual
success on the merits, rather than the fair chance of
prevailing on the merits required for a preliminary
injunction. See Planned Parenthood Minn., N.D., S.D. v.
Rounds, 530 F.3d 724, 732 (8th Cir. 2008); Randolph
v. Rodgers,170 F.3d 850, 857 (8th Cir.1999). If a court
finds a movant is actually successful on the merits, it then
considers the following factors in deciding whether to grant
a permanent injunction: (1) the threat of irreparable harm to
the moving party; (2) the balance of harms with any injury an
injunction might inflict on other parties; and (3) the public
interest. See Planned Parenthood, 530 F.3d at 729
n.3; Dataphase, 640 F.2d at 113.

The
Court first addresses the merits of Plaintiffs' claims.
Finding partial success on the merits, the Court details
appropriate injunctive relief.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
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